SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 000-28547
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [X] Form 10-Q [ ] Form N-SAR
For Period Ended: March 31, 2002
--------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: _________________________________________________________________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of registrant 800AMERICA.COM, INC.
--------------------
Former name if applicable
N/A
--------------------------------------------------------------------------------
Address of principal executive office (Street and number) 420 Lexington Avenue
----------------------
City, state and zip code New York, NY 10170
-------------------------------------------------------
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
|
| (a) The reasons described in reasonable detail in Part III of this form could not be eliminated
| without unreasonable effort or expense;
|
[X] | (b) The subject annual report on Form 10-KSB will be filed on or before the 15th calendar day
| following the prescribed due date; and
|
| (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if
| applicable.
|
PART III
NARRATIVE
State below in reasonable detail the reasons why the Forms 10-K, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
All information necessary to formulate the 10-QSB filing could not be
gathered and structured into proper form without unreasonable delay and
presented to senior management.
The registrant is preparing data for the Form 10-QSB and plans to file
it within the required extension period. (Attach Extra Sheets if Needed)
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
John Thomas 215 575-7064
---------------------------------------- -------------------------------------- --------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
[X] Yes [ ] No
2
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
Estimated after tax net income of the registrant has increased for the
three months ended March 31, 2002, to $2,077,000 from $1,855,000 for the
respective 2001 period. Total revenue was $7,798,000 for the three months ended
March 31, 2002 compared to $4,300,000 or the respective 2001 period.
800AMERICA.COM, INC.
--------------------------------------------------------------------------------
(Name of Registrant of Specified Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date May 15, 2002 By: /s/ David E. Rabi
-----------------------------------
David E. Rabi,
Chief Executive Officer
3